0001082278-14-000028 Sample Contracts

AMENDED AND RESTATED NOTE SUBSCRIPTION AGREEMENT
Note Subscription Agreement • February 11th, 2014 • Environmental Solutions Worldwide Inc • Motor vehicle parts & accessories • New York

This Amended and Restated Note Subscription Agreement (this “Agreement”) dated as of February __, 2014 is executed by the purchasers set forth on the signature pages hereto (each, a “Purchaser”, and together, the “Purchasers”) in connection with the subscription by the Purchasers for certain senior secured convertible promissory notes (each, a “Note”, and together, the “Notes” (which terms shall be deemed to include any and all senior secured convertible promissory notes issued pursuant to the “rights offering” referred to in Section 6.5 below)) of Environmental Solutions Worldwide, Inc., a Florida corporation (the “Company”). The terms of the Notes are set forth in the form of Note attached hereto as Exhibit A.

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